VARIABLE INTEREST ENTITIES “VIE” ARRANGEMENTS | NOTE 3 - VARIABLE INTEREST ENTITIES “VIE” ARRANGEMENTS On May 15, 2021, King Eagle (China) entered into a series of contractual arrangements with King Eagle (Tianjin) and its shareholders. As a result of the contractual arrangements, the Company classified King Eagle (Tianjin) as a Variable Interest Entity “VIE.” King Eagle (Tianjin) was incorporated as a limited liability company in Tianjin Pilot Free Trade Zone in the People’s Republic of China on September 2, 2020, with a registered capital of approximately $ 1.5 10 45.5 10.5 6 6 6 6 5 10 5 The VIE Agreements are as follows: (1) Consulting Service Agreement (2) Business Operation Agreement (3) Proxy Agreement (4) Equity Disposal Agreement (5) Equity Pledge Agreement Consulting Service Agreement Pursuant to the terms of the Consulting Service Agreement dated May 15, 2021 between King Eagle (China) and King Eagle (Tianjin) (the “Consulting Service Agreement”), King Eagle (China) is the exclusive consulting service provider for King Eagle (Tianjin) to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitoring, and problem-solving services; employee technical training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount of King Eagle (Tianjin)’s profit before tax in the corresponding year after deducting King Eagle (Tianjin)’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdrawals of the statutory provident fund. King Eagle (Tianjin) agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from King Eagle (China). In addition, King Eagle (China) may transfer its rights and obligations under the Consulting Service Agreement to King Eagle (China)’s affiliates without King Eagle (Tianjin)’s consent, but King Eagle (China) shall notify King Eagle (Tianjin) of such transfer. The Consulting Service Agreement is valid for a term of 10 years subject to any extension requested by King Eagle (China) unless terminated by King Eagle (China) unilaterally prior to the expiration. Business Operation Agreement Pursuant to the terms of the Business Operation Agreement dated May 15, 2021, among King Eagle (China), King Eagle (Tianjin) and the shareholders of King Eagle (Tianjin) (the “Business Operation Agreement”), King Eagle (Tianjin) has agreed to subject the operations and management of its business to the control of King Eagle (China). According to the Business Operation Agreement, King Eagle (Tianjin) is not allowed to conduct any transaction that has substantial impact upon its operations, assets, rights, obligations, and personnel without King Eagle (China)’s written approval. The shareholders of King Eagle (Tianjin) and King Eagle (Tianjin) will take King Eagle (China)’s advice on the appointment or dismissal of directors, employment of King Eagle (Tianjin)’s employees, regular operation, and financial management. The shareholders of King Eagle (Tianjin) have agreed to transfer any dividends, distributions, or any other profits that they receive as the shareholders of King Eagle (Tianjin) to King Eagle (China) without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of King Eagle (China) prior to the expiration thereof. The Business Operation Agreement might be terminated earlier by King Eagle (China) with a 30-day written notice. Proxy Agreement Pursuant to the terms of the Proxy Agreement dated May 15, 2021 among King Eagle (China) and the shareholders of King Eagle (Tianjin) (the “Proxy Agreement”), the shareholders of King Eagle (Tianjin) have entrusted their voting rights as King Eagle (Tianjin)’s shareholders to King Eagle (China) for the longest duration permitted by PRC law. The Proxy Agreement can be terminated by mutual consent of the King Eagle (Tianjin) shareholders and King Eagle (China) or upon 30-day notice by King Eagle (China). Equity Disposal Agreement Pursuant to the terms of the Equity Disposal Agreement dated May 15, 2021 among King Eagle (China), King Eagle (Tianjin), and the shareholders of King Eagle (Tianjin) (the “Equity Disposal Agreement”), the shareholders of King Eagle (Tianjin) granted King Eagle (China) or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase all or part of King Eagle (Tianjin)’s equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The Option is exercisable at any time at King Eagle (China)’s discretion in full or in part, to the extent permitted by PRC law. The shareholders of King Eagle (Tianjin) agreed to give King Eagle (Tianjin) the total amount of the exercise price as a gift, or other method, upon King Eagle (China)’s written consent to transfer the exercise price to King Eagle (Tianjin). The Equity Disposal Agreement is valid for a term of 10 years or longer upon the request of King Eagle (China). Equity Pledge Agreement Pursuant to the terms of the Equity Pledge Agreement dated May 15, 2021 among King Eagle (China) and the shareholders of King Eagle (Tianjin) (the “Pledge Agreement”), the shareholders of King Eagle (Tianjin) pledged all of their equity interests in King Eagle (Tianjin) to King Eagle (China), including the proceeds thereof, to guarantee King Eagle (Tianjin)’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement, and the Equity Disposal Agreement (each, an “Agreement” and, collectively, the “Agreements”). If King Eagle (Tianjin) or its shareholders breach their respective contractual obligations under any Agreement, or cause to occur one of the events regarded as an event of default under any Agreement, King Eagle (China), as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in King Eagle (Tianjin). During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without King Eagle (China)’s prior written consent. The Pledge Agreement is valid until all the obligations due under the Agreements have been fulfilled. A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, the right to receive the expected residual returns of the entity, or the obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. King Eagle (China) is deemed to have a controlling financial interest and be the primary beneficiary of King Eagle (Tianjin) because it has both of the following characteristics: (1) the power to direct the activities of King Eagle (Tianjin) that most significantly impact such entity’s economic performance; and (2) the obligation to absorb losses of, and the right to receive benefits from, King Eagle (Tianjin) that could potentially be significant to such entity. Pursuant to the Contractual Arrangements, King Eagle (Tianjin) pays service fees equal to all of its net profit after tax payments to King Eagle (China). At the same time, to King Eagle (China) is obligated to absorb all of King Eagle (Tianjin)’s losses. The Contractual Arrangements are designed so that King Eagle (Tianjin) operates to the benefit of King Eagle (China) and ultimately the Company. Based on the foregoing VIE Agreements, King Eagle (China) has effective 100% full control of King Eagle (Tianjin), which enables King Eagle (China) to receive all of King Eagle (Tianjin)’s expected residual returns and absorb its expected losses. Accordingly, the Company consolidates the accounts of King Eagle (Tianjin) and its subsidiary for the periods presented herein, in accordance with Accounting Standards Codification, or ASC 810-10, “Consolidation.” Accordingly, the accounts of King Eagle (Tianjin) are consolidated in the accompanying financial statements pursuant to ASC 810-10, “Consolidation.” In addition, the financial positions and results of operations of the Company’s subsidiaries are included in the Company’s financial statements. VIE Financial Information Set forth below is the condensed consolidated balance sheets information as of June 30, 2023 and September 30, 2022, condensed consolidated statements of operations and cash flows for the nine month periods ended June 30, 2023 and 2022, and showing financial information for the parent company, Kun Peng International Limited, the non-VIE subsidiaries (as defined below), and the VIE (as defined below), eliminating entries and consolidated information (in dollars). In the tables below, the column headings correspond to the following entities: For purposes of this section: “Parent entity” refers to Kun Peng International Limited; “Non-VIE and Non-WFOE subsidiaries” refers to the following entities: ● Kun Peng International Holding Limited (“KP International Holding”) ● Kunpeng (China) Industrial Development Company Limited (“KP Industrial”) ● Kun Peng (Hong Kong) Industrial Development Limited (“KP (Hong Kong)”) ● Kun Peng Tian Yu Health Technology Co., Ltd. (“KP Tian Yu”) until March 3, 2023 “WFOE” refers to King Eagle (China) Co., Ltd. (“King Eagle (China)”) until March 3, 2023 and KP Tian Yu commencing March 3, 2023 “VIE” refers to King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle (Tianjin)”) and King Eagle (Beijing) Technology Co., Ltd (“King Eagle (Beijing)”) Condensed Consolidated Balance Sheet As of June 30, 2023 SCHEDULE OF VIE OF BALANCE SHEET Parent Only Non-VIE and Non-WFOE Subsidiaries Consolidated WFOE VIE and VIE’s Subsidiary Consolidated Elimination Entries and Reclassification Entries Consolidated Cash and cash equivalent $ - $ 7,166 $ 7 $ 533,096 $ - $ 540,269 Intercompany receivables-current - 243,095 (2) - 2,058,872 (1) (2,301,967 ) - Total current Assets - 287,975 7 3,269,690 (2,301,967 ) 1,255,705 Intercompany receivables-noncurrent - 4 - - (4 ) - Total non-current Assets 34,160 541,731 - 112,058 (34,164 ) 653,785 Total assets 34,160 829,706 7 3,381,748 (2,336,131 ) 1,909,490 Intercompany payables 676,487 1,675,014 (1) 372 (1) - (2,351,873 ) - Total current liabilities 691,487 (3) 1,938,705 372 7,402,853 (2,367,333 ) 7,666,084 Total noncurrent liabilities - 121,631 - 42,593 - 164,224 Total liabilities 691,487 2,060,336 372 7,445,446 (2,367,333 ) 7,830,308 Total shareholders’ Equity (657,327 ) (1,108,492 ) (365 ) (3,904,882 ) 31,202 (5,639,864 ) Non-controlling interests - (122,138 ) - (158,816 ) - (280,954 ) Total equity (657,327 ) (1,230,630 ) (365 ) (4,063,698 ) 31,202 (5,920,818 ) Total liabilities and equity $ 34,160 $ 829,706 7 3,381,748 (2,336,131 ) 1,909,490 (1) Intercompany receivables from non-VIE entities, WFOE, and parent entity and intercompany payables to VIE represent loans to non-VIE entities, WFOE, and parent entity for working capital purposes. (2) Intercompany receivables from the parent entity represent loans from King Eagle (China) to the parent entity for working capital purposes. (3) Intercompany payables to King Eagle (China) and VIE represent loans from King Eagle (China) and VIE to the parent entity for working capital purposes. As of September 30, 2022 Parent Only Non-VIE and Non-WFOE Subsidiaries Consolidated WFOE VIE Elimination Entries and Reclassification Entries Consolidated Cash and cash equivalent $ - $ 14 $ 11,581 $ 255,536 $ - $ 267,131 Intercompany receivables-current - - 179,211 (2) 1,684,751 (1) (1,863,962 ) - Total current Assets - 14 250,651 2,530,776 (1,863,962 ) 917,479 Intercompany receivables-noncurrent - 4 - - (4 ) - Total non-current Assets 34,160 4 755,365 107,774 (34,164 ) 863,139 Total assets 34,160 18 1,006,016 2,638,550 (1,898,126 ) 1,780,618 Intercompany payables 451,763 (3) 17,213 (1) (2) 1,428,180 (1) - (1,897,156 ) - Total current liabilities 515,763 17,213 1,924,426 4,611,831 (1,897,156 ) 5,172,077 Total noncurrent liabilities - - 242,100 22,024 - 264,124 Total liabilities 515,763 17,213 2,166,526 4,633,855 (1,897,156 ) 5,436,201 Total shareholders’ Equity (481,603 ) (17,195 ) (1,038,372 ) (1,836,489 ) (970 ) (3,374,629 ) Non-controlling interests - - (122,138 ) (158,816 ) - (280,954 ) Total equity (481,603 ) (17,195 ) (1,160,510 ) (1,995,305 ) (970 ) (3,655,583 ) Total liabilities and equity 34,160 18 1,006,016 2,638,550 (1,898,126 ) 1,780,618 (1) Intercompany receivables from non-VIE entities and WFOE and intercompany payables to VIE represent loans to non-VIE entities and WFOE for working capital purposes. (2) Intercompany receivables from the parent entity and non-VIE entities represent loans from King Eagle (China) to the parent entity and non-VIE entities for working capital purposes. (3) Intercompany payables to WFOE and VIE represent loans from King Eagle (China) and VIE to the parent entity for working capital purposes. Condensed Consolidated Statements of Operations Data SCHEDULE OF VIE DATA OF OPERATION Parent Only Non-VIE Subsidiaries Consolidated WFOE VIE and VIE’s subsidiary Eliminating adjustments Consolidated Totals Nine months ended June 30, 2023 Parent Only Non-VIE and Non-WFOE Subsidiaries Consolidated WFOE VIE and VIE’s Subsidiary Consolidated Eliminating Adjustments Consolidated Totals Revenue $ - $ - $ - $ 1,231,712 $ - $ 1,231,712 Intercompany revenue - 248,805 519,296 - (768,101 ) - Cost of revenue and related tax - 562 1,006 244,534 - 246,102 Gross profit - 248,243 518,290 987,178 (768,101 ) 985,610 Total operating expenses 175,724 239,092 604,401 2,687,249 3,706,466 Intercompany operating expenses - - - 768,101 (768,101 ) - (Loss) income from operations (175,724 ) 9,151 (86,111 ) (2,468,172 ) - (2,720,856 ) Other (expenses) income - (1,299 ) 461 99,949 - 99,111 (Loss) income before income taxes (175,724 ) 7,852 (85,650 ) (2,368,223 ) - (2,621,745 ) Income tax expense - - - - - - Net (loss) income (175,724 ) 7,852 (85,650 ) (2,368,223 ) - (2,621,745 ) Parent Only Non-VIE Subsidiaries Consolidated WFOE VIE Eliminating adjustments Consolidated Totals Nine months ended June 30, 2022 Parent Only Non-VIE and Non-WFOE Subsidiaries Consolidated WFOE VIE Eliminating Adjustments Consolidated Totals Revenue $ - $ - $ - $ 7,330,768 $ - $ 7,330,768 Intercompany revenue - - 1,044,488 - (1,044,488 ) - Cost of revenue and related tax - - 5,865 1,146,406 - 1,152,271 Gross profit - - 1,038,623 6,184,362 (1,044,488 ) 6,178,497 Total operating expenses 156,450 6,331 1,341,613 5,675,018 7,179,412 Intercompany operating expenses - - - 1,044,488 (1,044,488 ) - Loss from operations (156,450 ) (6,331 ) (302,990 ) (535,144 ) - (1,000,915 ) Other income - - 4,975 29,122 - 34,097 Loss before income taxes (156,450 ) (6,331 ) (298,015 ) (506,022 ) - (966,818 ) Income tax expense - - - - - - Net loss $ (156,450 ) $ (6,331 ) $ (298,015 ) $ (506,022 ) $ - $ (966,818 ) Condensed Consolidation Schedule of Cash Flows SCHEDULE OF VIE DATA OF CASH FLOWS Parent Only Non-VIE WFOE VIE and VIE’s subsidiary Eliminating Consolidated Nine months ended June 30, 2023 Parent Only Non-VIE Subsidiaries Consolidated WFOE VIE and VIE’s Subsidiary Eliminating Consolidated Net income (loss) $ (175,724 ) $ 7,852 $ (85,650 ) $ (2,368,223 ) $ - $ (2,621,745 ) Intercompany receivables - (329,669 ) - (881,574 ) 1,211,243 - Intercompany payables 224,724 335,344 190,896 443,776 (1,194,740 ) - Net cash provided by (used in) operating activities - 9,821 (13,007 ) 129,472 16,503 142,789 - Net cash used in investing activities - (571 ) (606 ) - - (1,177 ) Net cash provided by financing activities - - - 200,327 - 200,327 Effect of exchange rate fluctuation on cash $ - $ (10,629 ) $ (10,570 ) $ (16,719 ) $ (16,503 ) $ (33,281 ) Parent Only Non-VIE Subsidiaries Consolidated WFOE VIE Eliminating adjustments Consolidated Nine months ended June 30, 2022 Parent Only Non-VIE and Non-WFOE Subsidiaries Consolidated WFOE VIE Eliminating Adjustments Consolidated Net loss $ (156,450 ) $ (6,331 ) $ (298,015 ) $ (506,022 ) $ - $ (966,818 ) Intercompany receivables - - (41,943 ) (216,230 ) 258,173 - Intercompany payables 196,450 5,625 360,179 (304,015 ) (258,239 ) - Net cash provided by (used in) operating activities - (706 ) (7,187 ) (1,681,782 ) (66 ) (1,689,741 ) - Net cash used in investing activities - - (95,981 ) - - (95,981 ) Effect of exchange rate fluctuation on cash - 706 3,126 (14,121 ) 66 (10,223 ) The Company consolidated its VIE as of June 30, 2023 and September 30, 2022. The carrying amounts and classification of the VIE’s assets and liabilities included in the consolidated balance sheets are as follows: SCHEDULE OF VIE ASSETS AND LIABILITIES INCLUDED IN THE CONSOLIDATED BALANCE SHEETS June 30, 2023 September 30, 2022 Assets Current assets Cash and cash equivalents $ 568,616 $ 255,536 Trade receivable-intercompany 1,471,239 1,499,226 Advance and prepayments 274,915 214,188 Other receivables – third parties 56,998 60,109 Other receivables – intercompany 587,633 185,525 Amount due from a related party 310,289 316,192 Total current assets 3,269,690 2,530,776 Noncurrent assets Right-of-use assets 112,058 107,774 Total noncurrent assets 112,058 107,774 Total assets 3,381,748 2,638,550 Liabilities Current liabilities Trade payables 1,799,000 764,418 Other payables and accrual 865,374 489,003 Deferred revenue 4,225,748 2,960,357 Payroll payable 34,973 4,312 Tax payable 160,424 41,345 Amounts due to related parties 250,438 267,006 Operating lease obligations-current portion 66,896 85,390 Total current liabilities 7,402,853 4,611,831 Noncurrent liabilities Operating lease obligations-net of current portion 42,593 22,024 Total noncurrent liabilities 42,593 22,024 Total liabilities 7,445,446 4,633,855 Commitment and contingencies Equity Additional paid-in capital 204,085 - Accumulated deficits (4,380,976 ) (1,998,652 ) Accumulated other comprehensive income 272,009 162,163 Total stockholders’ equity (3,904,882 ) (1,836,489 ) Non-controlling interests (158,816 ) (158,816 ) Total equity (4,063,698 ) (1,995,305 ) Total liabilities and equity $ 3,381,748 $ 2,638,550 The operating results of the VIE were as follows: 2023 2022 2023 2022 Three months ended June 30, Nine months ended June 30, 2023 2022 2023 2022 Revenue, net $ 337,031 $ 642,596 $ 1,231,712 $ 7,330,768 Cost of revenue (66,912 ) (102,887 ) (244,534 ) (1,146,406 ) Gross profit 270,119 539,709 987,178 6,184,362 Operating expenses General and administrative expenses 242,687 90,281 557,152 215,072 Selling expense 1,324,034 1,316,172 2,898,198 6,504,434 Total operating expenses 1,566,721 1,406,453 3,455,350 6,719,506 Loss from operations (1,296,602 ) (866,774 ) (2,468,172 ) (535,144 ) Other (expenses) income: Interest income 119 49 203 1,704 Other (expenses) income (9,072 ) 2,644 99,746 27,418 Total other income, net (8,953 ) 2,693 99,949 29,122 Loss before income taxes (1,305,555 ) (864,051 ) (2,368,223 ) (506,022 ) Income tax expense - - - - Net loss (1,305,555 ) (864,051 ) (2,368,223 ) (506,022 ) Less: Net loss attributable to non-controlling interest - (69,120 ) - (40,482 ) Net loss attributable to Kun Peng International Ltd $ (1,305,555 ) $ (794,931 ) $ (2,368,223 ) $ (465,540 ) The cash flows of the VIE were as follows: 2023 2022 Nine months ended June 30, 2023 2022 Cash flows from operating activities Net loss $ (2,368,223 ) $ (506,022 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Amortization of right-of-use assets 64,101 85,040 Changes in operating assets and liabilities Advance and prepayments (67,159 ) 60,562 Trade receivable – intercompany (443,092 ) - Other receivables – third parties 2,063 (48,489 ) Other receivables - intercompany (438,482 ) (216,230 ) Amount due from a related party - - Security deposits - (9,296 ) Trade payable – third parties 1,088,282 43,052 Trade payable – intercompany 442,263 (304,015 ) Other payables and accrual – third parties 399,992 (660,308 ) Other payables and accrual – intercompany 1,513 - Deferred revenue 1,370,302 (144,800 ) Payroll payable 31,898 (9,525 ) Amounts due to related parties (12,020 ) 294,932 Tax payable 124,358 (183,813 ) Lease liabilities (66,324 ) (82,870 ) Net cash provided by (used in) operating activities 129,472 (1,681,782 ) Cash flows from financing activities Capital contribution 200,327 - Net cash provided by financing activities 200,327 - Effect of exchange rate changes on cash (16,719 ) (14,121 ) Net increase (decrease) in cash and cash equivalents 313,080 (1,695,903 ) Cash and cash equivalents, beginning balance 255,536 1,938,642 Cash and cash equivalents, ending balance $ 568,616 $ 242,739 |